Attached files
| file | filename |
|---|---|
| EX-3.1 - CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION - Stemcell Holdings, Inc. | cert_amendment.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report: November 2, 2016
Stemcell Holdings, Inc.
(Name of Small Business Issuer in its charter)
| Delaware | 000-55583 | 36-4827622 |
|
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
C/O Stemcell Co., Ltd., 5-9-15-3F, Minamiaoyama
Minato-ku, Tokyo, 107-0062, Japan
(Address of Principal Executive Offices)
Telephone: +81-3-6432-9977
(Registrant's telephone number)
C/O Omotesando Helene Clinic, 3-18-17-6F, Minamiaoyama
Minato-ku, Tokyo, Japan
(Former address)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Forward stock split
On October 29, 2016, Stemcell Holdings, Inc., a Delaware corporation, (the “Company”), with the approval of its board of directors and its majority shareholders by written consent in lieu of a meeting, authorized a forward stock split of its issued and outstanding common shares effective subsequent to the cancellation of shares held by particular shareholders (see Item 8.01).
Every one (1) share of Common Stock, par value $.0001 per share, issued and outstanding of the Corporation as of Effective Time was automatically reclassified and changed into two thousand (2000) shares fully paid and non-assessable shares of Common Stock of the Corporation, par value $.0001 per share. (“2000-for-1 Forward Stock Split”) No fractional shares were issued. The authorized number of shares, and par value per share, of Common Stock are not be affected by the 2000-for-1 Forward Stock Split.
On October 29, 2016, we filed a Certificate of Amendment with the Delaware Secretary of State. The effective date of the 2000-for-1 Forward Stock Split shall be upon the acceptance of the Certificate of Amendment with the Secretary of State of the State of Delaware. The Certificate of Amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 8.01. Other Events.
On October 26, 2016, the Company with the approval of its board of directors and its majority shareholders, by written consent in lieu of a meeting, authorized the cancellation of shares owned by 7 shareholders. These shareholders have provided consent for the cancellation of shares. The total number of shares cancelled was 19,986,200 shares which was comprised of 14,694,800 restricted common shares and 5,291,400 free trading shares.
| Shareholder name | Number of shares to be cancelled | ||
| Total | |||
| Restricted | Free Trading | ||
| Takaaki Matsuoka | 199,867 | - | 199,867 |
| Primavera Singa Pte Ltd | 17,288,000 | 14,694,800 | 2,593,200 |
| Shiho Matsuoka | 499,667 | - | 499,667 |
| Chino Matsuoka | 499,667 | - | 499,667 |
| Sara Matsuoka | 499,667 | - | 499,667 |
| Yoshizumi Matsuoka | 499,667 | - | 499,667 |
| Yaeko Matsuoka | 499,667 | - | 499,667 |
| Total | 19,986,200 | 14,694,800 | 5,291,400 |
Item 9.01. Financial Statements and Exhibits.
A. None
B. Exhibits
| NUMBER | EXHIBIT |
| 3.1 | Certificate of Amendment of Certificate of Incorporation |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Stemcell Holdings, Inc.
Dated: November 2, 2016
By: /s/ Takaaki Matsuoka
Takaaki Matsuoka
President and Director
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